Attached files
| file | filename |
|---|---|
| 10-Q - QUARTERLY REPORT - HAWKER ENERGY, INC. | f10q1109_saracreek.htm |
| EX-10.1 - SHARE PURCHASE EXTENSION - HAWKER ENERGY, INC. | f10q1109ex10i_saracreek.htm |
| EX-31.1 - CERTIFICATE PURSUANT TO RULE 13A-14(A) - HAWKER ENERGY, INC. | f10q1109ex31i_saracreek.htm |
| EX-32.1 - CERTIFICATE PURSUANT TO 18 U.S.C. ?1350 - HAWKER ENERGY, INC. | f10q1109ex32i_saracreek.htm |
| EX-31.2 - CERTIFICATE PURSUANT TO RULE 13A-14(A) - HAWKER ENERGY, INC. | f10q1109ex31ii_saracreek.htm |
| EX-32.2 - CERTIFICATE PURSUANT TO 18 U.S.C. ?1350 - HAWKER ENERGY, INC. | f10q1109ex32ii_saracreek.htm |
| EX-10.2 - SHARE PURCHASE OPTION - HAWKER ENERGY, INC. | f10q1109ex10ii_saracreek.htm |
Exhibit 10.3
THE
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR
THE SECURITIES LAWS OF ANY JURISDICTION. IN
ADDITION, THE NOTE MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE
PROVISIONS OF THE NOTE, NO TRANSFER OF THE NOTE WILL BE MADE ON THE BOOKS OF THE
COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE NOTE.
THE NOTE IS ALSO SUBJECT TO OTHER RIGHTS AND OBLIGATIONS AS SET FORTH IN THE
NOTE.
OPHIR
EXPLORATION INC.
UNSECURED
PROMISSORY NOTE
DUE
DECEMBER 11, 2010
December
11, 2009
US$30,000
FOR VALUE
RECEIVED, the undersigned, OPHIR EXPLORATION INC., an Alberta Corporation
(herein called the -Company",
which includes any successor corporation or subsidiary thereof), hereby
promises to pay to Sara Creek Gold Corp, or its registered assigns (the
"Holder") on or
before December 11, 2010 (the "Maturity Date"), the
principal sum of THIRTY THOUSAND UNITED STATES DOLLARS, US DOLLARS ($30,000)
plus interest of 5% per annum.
This Note
has not been registered under the U.S. Securities Act or the securities laws of
any state or province, and is being offered and sold to an accredited investor
in a transaction not requiring
registration under the U.S. Securities Act or Canadian Regulations, and
accordingly the Note will
be a "restricted
security" in the United States within the meaning of Rule 144(a)(3) of
the
U.S. Securities Act
Section
1. Payments; Prepayment
(a) All
payments of principal hereunder shall be made in lawful money of the T
Jnited States of America at Calgary, Alberta or at such other place as
the Company shall have designated by written notice to the Holder of this Note
as provided below.
(b) The
Note may be prepaid at any time by the Company without penalty.
(c) Each
and any payment hereon shall reduce the outstanding interest and then principal
amount of this Note.
Section 2. Pledge; The
Company shall also execute and deliver to Holder any documents, instruments and
agreements, and take all such further actions, as Holder may deem desirable in
obtaining the full benefits of this Note and of the rights and powers herein
granted.
1
Section 3. Representations and
Warranties. Each of the representations and warranties contained
herein that are not qualified by materiality shall be true and correct as of the
Closing Date and each of the representations and warranties that are qualified
by materiality shall be true and correct in all material respects as of the
Closing Date, with the same force and effect as if made as
of the- Closing Date (other than such representations and warranties as
are made as of another date, which shall have been true and correct in all
material respects as of such other date and such representations and warranties
not qualified by materiality shall he true and correct as of such other
date).
Section 4, Default. If the
Company fails to comply with any term of this Note (an "Event of Default"), and such Event of
Default is continuing, the principal of this Note shall automatically become due
and payable.
Section 5. Costs and Attorneys' Fees.
All costs and expenses, including reasonable attorneys' fees, incurred in
exercising any right, power or remedy conferred by this Note or in the
enforcement thereof, shall become part of the indebtedness.
Section 6, Further Assurances_
Company agrees that at any time and from time to time upon the written
request of Holder, Company will execute and deliver such further documents and
do such further acts and things as Holder may reasonably request in order to
effect the purposes of this Note.
Section 7 Severability. Any provision
of this Note which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other
jurisdiction.
Section 8, No Waiver; Cumulative
Remedies. Holder shall not by any act, delay, omission or otherwise
be deemed tr, have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
Holder, and then only to the extent therein set forth. A waiver by Holder of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Holder would otherwise have on any future occasion.
Neither failure on the part of Holder to exercise, nor any delay in exercising
on the part of Holder, any right, power or privilege hereunder shall preclude
any other or f1
.11%11—1 a
exercise thereof or
the exercise of any other right, power or privilege. The rights and
remedies herein provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights or remedies provided by
law.
Section 9. Waiver. The
Company waives presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or
enforcement of this Note.
Section 10. Amendments. None
of the terms or provisions of this Note may be waived, altered, modified or
amended except by an instrument in writing, duly executed by the parties hereto.
This Note and all obligations of the Company hereunder shall together with the
rights and remedies of Holder hereunder, inure to the benefit of Holder and its
successors and assigns.
2
Section
11. Recourse Obligation.
Company hereby acknowledges and agrees that Holder's recourse hereunder
shall be fully recourse to the Company.
Section
12. Notices.
All notices
and communications provided for hereunder shall be in writing and will be
deemed given only when actually received by;
(a)
Telefacsimile if the sender on the same day sends
a confirming copy of such notice by
a recognized overnight delivery service
(charges prepaid), or
(b)
registered or
certified
mail with return receipt requested (postage prepaid), or
(c) a recognised overnight
delivery service (with charges prepaid). Any such notire must
be sent:
If to the
Company:
OPHIR
EXPLORATION INC.
46 Royal
Ridge Rise NW
Calgary,
AB
T3G
4V2
If to
the Holder:
Sara
Creek Gold Corp
Nevada
Section
13. Governing Law. This Note
shall be construed
and enforced
in accordance with, and the
rights of the parties shall be governed by, the laws of the Province of
Alberta.
The
Company has caused this Note to be duly executed.
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